Simon Baumer
About Simon Baumer
Chief Technology Officer at Banzai International (BNZI) since 2021; previously held senior engineering leadership roles at Verivox GmbH from 2015–2021 (Team Lead → Head of Software Development → VP Engineering). Age 38 as of November 2024; tenure as BNZI CTO c.4 years at that date . Compensation has been predominantly cash salary plus time‑based stock options; no annual cash bonuses were paid to NEOs for 2023–2024, and a $50k RSU “comp bonus” was granted to Baumer in 2025, signaling a tilt toward equity retention . BNZI’s recent fundamentals show small revenue base and widening losses, which increases retention risk and complicates pay‑for‑performance alignment.
| Metric ($USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | 5,332,979* | 4,561,300* | 4,527,879* |
| EBITDA | (5,899,236)* | (9,788,391)* | (13,443,565)* |
| Net Income | (15,468,502)* | (14,406,262)* | (31,513,389)* |
Values marked with * retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Verivox GmbH | VP Engineering | 2018–2021 | Led engineering organization (consumer digital platform); senior technology leadership . |
| Verivox GmbH | Head of Software Development | 2016–2021 | Managed software development; scaled teams/processes . |
| Verivox GmbH | Team Lead, Software Dev | 2015–2021 | Technical team leadership . |
External Roles
- No external public company directorships or committee roles disclosed for Baumer .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Cash Bonus ($) | All Other ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 250,000 | Not disclosed | 0 (NEOs received no annual cash bonus for 2024) | — | — |
| 2023 | 250,000 | Not disclosed | 0 (NEOs received no annual cash bonus for 2023) | — | — |
| 2022 | 250,000 | Not disclosed | 0 | — | — |
Performance Compensation
Equity awards and vesting
Time-based stock options with a standard Silicon Valley schedule (25% cliff at 1‑year, then monthly over 36 months) were the primary long-term incentive through 2024; Baumer also received an RSU “compensation bonus” in 2025.
- Vesting convention for NEO options: 25% at 1‑year anniversary; remaining 75% in 36 equal monthly installments, subject to continued service .
- Option repricing in December 2023: Baumer’s 2023 grant was repriced from $7.36 to $5.15; after the business combination, the exercise price increased to $8.38 with share count reduction, and post reverse-split adjustments further increased the strike and reduced share count (see grant history below) .
| Grant Date | Type | Status as of 12/31/2024 | Exercisable | Unexercisable | Exercise Price | Expiration | Vesting Terms |
|---|---|---|---|---|---|---|---|
| 12/3/2023 | Stock options | Outstanding | 308 | 307 | $419.00 | 3/1/2033 | 25% cliff at 1‑year, then monthly; continued service required . |
| 2/16/2022 | Stock options | Outstanding | 448 | 167 | $138.50 | 2/15/2032 | Same as above . |
| 7/14/2021 | Stock options | Outstanding | 525 | 89 | $141.00 | 7/14/2031 | Same as above . |
Grant history and adjustments:
- 2023 grant initially for 50,000 options at $7.36; repriced to $5.15 on 12/6/2023; post‑combination became $8.38 with 30,732 options; later reverse‑split adjustments reflected as $419.00 strike with 615 options (split‑adjusted), aligning with 12/31/2024 table totals (308+307) .
2025 equity bonus:
- 2025: 4,854 RSUs granted as a $50,000 “compensation bonus” to Baumer (no performance metrics disclosed) .
NEO cash bonus metrics: Not paid for 2023–2024; no performance metric weightings or targets disclosed for NEO bonuses in those years .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (10/22/2024) | Options to purchase 1,268 Class A shares exercisable within 60 days; <1% ownership and voting power . |
| CEO control | CEO Joseph Davy holds 100% of Class B (10 votes/share), controlling ~90.67% of voting power; alignment and governance driven by CEO super‑voting shares . |
| Vested vs. unvested (12/31/2024) | Options exercisable: 1,281 (308+448+525); unexercisable: 563 (307+167+89) . |
| Pledging/hedging | Insider Trading Policy prohibits hedging/monetization transactions and derivatives; no pledging disclosure provided . |
| Ownership guidelines | No executive stock ownership guideline disclosure found . |
| Clawback | All awards subject to clawback per Dodd‑Frank/listing standards and any company policy . |
| Potential dilution | Share reserve under the 2023 Equity Incentive Plan increased to 10,000,000 shares (with automatic annual increases) subject to stockholder approval, raising future dilution capacity . |
Employment Terms
- Employment agreements: The company expected to enter into employment agreements with Baumer and other executives at the de‑SPAC closing; specific terms (term, severance multiple, non‑compete/non‑solicit) were not disclosed in the cited filings .
- Change‑of‑control (plan‑level): If awards are not assumed/continued in a “Corporate Transaction,” unvested options/awards generally accelerate before effectiveness; performance awards accelerate at 100% of target; otherwise awards may be assumed/continued/substituted by acquirer .
- Say‑on‑pay: As an Emerging Growth Company, BNZI is exempt from say‑on‑pay and pay ratio disclosures; lowers external feedback pressure on compensation practices .
Investment Implications
- Pay‑for‑performance alignment: Baumer’s LTI is time‑based options (and 2025 RSUs), with no disclosed PSU/TSR metrics; cash bonuses were not paid in 2023–2024. This structure emphasizes retention over measurable performance alignment .
- Option repricing and reverse‑split adjustments: 2023 option repricing and subsequent post‑combination/split adjustments reduced strike misalignment but can be viewed as a shareholder‑unfriendly precedent if repeated; nonetheless, common among microcaps stabilizing incentives after major equity restructurings .
- Ownership/retention risk: Baumer’s personal stake is small (<1%); CEO’s super‑voting control concentrates governance. Low NEO ownership plus “going concern” disclosure in the 10‑K elevate retention and execution risk, especially amid widening losses .
- Near‑term selling pressure: Options vest monthly; RSU “comp bonus” (2025) adds incremental supply upon vest/settlement, though size is modest; broader dilution risk stems from the 2023 Plan’s 10,000,000‑share reserve and evergreen feature .
- Organizational risk signals: CFO turnover in 2024 and ongoing capital needs increase execution risk and place more emphasis on the CTO’s ability to deliver product roadmap and efficiency gains under constrained resources .
Supporting Detail
2023–2024 Summary Compensation (Extracts)
| Year | Salary ($) | Option/Equity Awards ($) | Cash Bonus ($) | Notes |
|---|---|---|---|---|
| 2024 | 250,000 | 43,950 (option awards) | 0 (NEOs) | 2024 cash bonus not paid; equity award amount disclosed in 2/18/2025 proxy. |
| 2023 | 250,000 | 289,559 (options incl. repricing cost) | 0 | Repricing from $7.36 to $5.15 approved 12/6/2023 . |
| 2022 | 250,000 | 38,210 (options) | 0 | — |
Outstanding Equity Awards (Baumer) as of 12/31/2024
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| 12/3/2023 | 308 | 307 | $419.00 | 3/1/2033 |
| 2/16/2022 | 448 | 167 | $138.50 | 2/15/2032 |
| 7/14/2021 | 525 | 89 | $141.00 | 7/14/2031 |
Beneficial Ownership (as of 10/22/2024)
| Holder | Class A | Class B | % Voting Power |
|---|---|---|---|
| Simon Baumer | 1,268 options exercisable within 60 days; <1% | — | <1% |
| Joseph P. Davy (CEO) | 88 Class A; 2,311,134 Class B (100% of B) | 2,311,134 (10 votes/share) | 90.67% |
Policies and Governance
- Hedging/derivatives prohibited under Insider Trading Policy; no pledging disclosure .
- Clawback will apply to awards per listing and Dodd‑Frank requirements .
- Compensation Committee composed of independent directors (Ward—Chair; Boggs; Schofield) .
Note on dilution: 2025 special meeting sought to increase the 2023 Equity Incentive Plan to 10,000,000 shares with an annual evergreen of 5% fully diluted shares, enabling substantial future equity issuance .
Going concern and execution risk: The company disclosed substantial doubt about its ability to continue as a going concern, which can affect talent retention and compensation strategy; no NEO cash bonuses were paid in 2023–2024 .
Investment Implications
- Compensation design is largely retention‑oriented (time‑based equity; no 2023–2024 cash bonuses) with limited transparent performance linkage; combined with microcap resource constraints and going‑concern risks, this elevates execution and retention risk in the CTO seat .
- Option repricing and aggressive plan share capacity (10,000,000 with evergreen) carry dilution and governance optics risk; CEO maintains super‑voting control, reducing minority investors’ influence on pay and strategy .
- For trading: watch for Form 4 activity around monthly option vests and 2025 RSU settlements, plan utilization rates under the 2023 Plan, and disclosures of any firm‑level performance bonus frameworks that could strengthen pay‑performance alignment going forward .